8-KEarnings & ResultsLeadership ChangesExhibits & Filings

Palo Alto Networks Inc 8-K Report, Financial Results (Nov 20, 2017)

Filed November 20, 2017For Securities:PANW

Summary

Palo Alto Networks Inc. (PANW) filed an 8-K on November 20, 2017, primarily to report on its fiscal first quarter 2018 financial results and announce a key executive change. The company furnished a press release detailing its Q1 2018 financial performance, though specific figures are not detailed within the 8-K itself but are referenced via the press release. A significant development is the appointment of Kathleen Bonanno as the new Executive Vice President, Chief Financial Officer (CFO), effective November 22, 2017. This follows the previously announced retirement of Steffan Tomlinson. Ms. Bonanno brings extensive financial experience, having served in various senior finance roles within PANW since 2014, and prior to that, at Symantec Corporation. Her new compensation package includes a base salary of $425,000, with a target annual cash incentive of 60%, and equity awards in the form of restricted stock units (RSUs) and performance-based stock units (PSUs). The filing also outlines specific severance provisions for Ms. Bonanno in the event of certain termination scenarios, including those tied to a change in control.

Key Highlights

  • 1Palo Alto Networks announced its fiscal first quarter 2018 financial results via press release, furnished as an exhibit.
  • 2Kathleen Bonanno appointed as the new Executive Vice President, Chief Financial Officer (CFO), effective November 22, 2017.
  • 3Ms. Bonanno's appointment follows the prior notification of retirement from former CFO Steffan Tomlinson.
  • 4Ms. Bonanno has significant financial experience, including her recent role as Senior Vice President Finance at PANW.
  • 5Her compensation includes a base salary of $425,000, a target annual incentive of 60% of base salary, and equity awards (RSUs and PSUs).
  • 6The filing details severance packages for Ms. Bonanno related to involuntary termination, with enhanced benefits upon a change in control.
  • 7The company also furnished the Offer Letter for Ms. Bonanno's employment terms as an exhibit.

Frequently Asked Questions

The 8-K filing on November 20, 2017, primarily announces the release of the Q1 2018 financial results via a press release (Exhibit 99.1). The specific financial performance metrics, such as revenue, earnings, and guidance, are detailed within that press release, not directly in the 8-K document itself. Investors should refer to Exhibit 99.1 for detailed financial figures.

Kathleen Bonanno has been appointed as the new Executive Vice President, Chief Financial Officer, effective November 22, 2017. She has been with Palo Alto Networks since April 2014, most recently serving as Senior Vice President of Finance. Ms. Bonanno has 30 years of financial experience, including senior roles at Symantec Corporation and American Airlines.

Ms. Bonanno's compensation includes an annual base salary of $425,000. She is eligible for an annual cash incentive target of 60% of her base salary. Additionally, she received equity awards, including 11,968 RSUs with quarterly vesting starting January 20, 2018, and performance-based stock units (PSUs) for fiscal 2018 with potential vesting between 50% and 120% of the target, subject to performance and continued employment.

In the event of involuntary termination without cause, Ms. Bonanno is eligible for six months of continued base salary and six months of COBRA premium payments. If this termination occurs within 12 months following a change in control, she would receive 12 months of base salary, a lump sum cash payment equal to 100% of her target incentive, 12 months of COBRA premium payments, and 24 months of accelerated vesting for her time-based equity awards.